This GrowOffline.com Agreement (“Agreement”) is entered by and between GrowOffline.com (“Company”) and the “Client”. This Agreement shall commence upon subscription payment submission by the Client to the Company (the “Effective Date”).
Company agrees to provide digital marketing services (the “Services”) for Client. Client shall be solely responsible for providing Company with all necessary information concerning the Services. Company is not responsible for any shortcomings in such information. Company reserves the right to engage third parties in order to provide the Services hereunder.
The term of this Agreement is thirty (30) days, and the Agreement shall renew automatically unless terminated by either Party.
Client agrees to pay Company a monthly fee. All payments are final and non-refundable. Any set-up fee or monthly fee associated with Services are final, no refunds or exchanges will be applicable. If Client fails to make timely payment, Company shall have the right, at its option and without prejudicing any other right, to cease work on the Services and withhold the release of any work product or deliverable prepared by Company for which Company has not been paid. In the event Company initiates legal action to collect fees due it under this Agreement, Company shall be entitled to recover from Client its reasonable attorneys’ fees, costs, and expenses incurred in any such action.
4. Additional Services
Limited additional marketing and digital services offered by Company may be available to Client. These services are considered additional and as such, are not provided for in this Agreement. Should Client wish to request those services, an addendum will be added to this Agreement reflecting the additional services and coordinating fees.
5. Relationship of Parties
Company is an independent contractor of Client. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
6. Disclaimer of Warranty
The warranties contained herein are the only warranties made by Company. Company makes no other warranty, whether express or implied, and expressly includes and disclaims all other warranties and representations of any kind, including any warranties of non-infringement. Company does not provide any warranty that the operation of any Services hereunder will be uninterrupted or error-free.
7. Intellectual Property
The Parties agree that all content provided to Client by Company in furtherance of the Services hereunder, including, without limitation, copyrights, design rights, moral rights, and all other intellectual property rights recognized anywhere in the world in the work performed by Company, is owned solely and legally by Client.
Company makes no representations or warranties and does not guarantee any content provided by Client in furtherance of the Services. Client is solely responsible for the accuracy and safeguarding of its content. Company does not have control of, does not insure, and is not liable for the content provided by Client, and as such, is not liable for any improper use of content which Client is legally prohibited from using. No responsibility or liability is assumed by Company for delays due to the failure of service or the acts or omissions of third parties, such as independent contractors or third-party servers which host Client’s digital content. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL COMPANY OR ITS AFFILIATES BE LIABLE TO CLIENT OR ITS AFFILIATES FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES OF ANY NATURE ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, LOSS OF PROFITS, OR REPUTATIONAL HARM, EVEN IF CLIENT WILL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING WILL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY. CLIENT AGREES THAT THE MAXIMUM AMOUNT OF DAMAGES IT IS ENTITLED TO IN ANY CLAIMS ARE NOT TO EXCEED THE TOTAL AMOUNT PAID BY CLIENT UNDER THIS AGREEMENT, OR THE AMOUNT PAID BY CLIENT IN THE THREE MONTHS PRECEDING THE RELEVANT CLAIM BY CLIENT, WHICHEVER IS THE LESSOR OF THE TWO.
Client agrees to indemnify, defend, and hold harmless Company, its Affiliates, and their respective officers, directors, employees, agents, representatives, and assigns from and against any and all third-party claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities of any kind (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification), threatened, asserted, or filed against Company to the extent that such claims arise out of or relate to infringement or misappropriation or alleged infringement or misappropriation of an Intellectual Property Right of a Third Party by Client.
The Parties may terminate this Agreement for any reason at any time upon thirty (30) days’ written notice to the other Party. E-mail notice is acceptable. Termination shall be effective thirty (30) days after notice is received. If the Agreement is terminated after the first of the month, and payment has been remitted, payment is forfeited and realized as a cancellation fee. In the event of termination, Company reserves the right to cease work on the Services.
11. Governing Law and Jurisdiction
All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision. Any legal action arising out of or relating to this Agreement shall be instituted in any United States federal court or state court located in the State of California, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such action.
This Agreement may be amended only by written agreement duly executed by an authorized representative of each Party. If any provision of this Agreement shall be held unenforceable for any reason, all remaining provisions of this Agreement shall remain fully enforceable and effective. Client shall not assign this Agreement without the express written consent of Company. Sections 3, 8, and 9 shall survive any termination of this Agreement. A failure or delay in exercising any right, power, or privilege in respect of this Agreement will not be presumed to operate as a waiver.IN WITNESS WHEREOF, the Parties, intending to be legally bound, have each executed this Agreement as of the Effective Date.